LAST MODIFIED: 22.02.2021
1.1 These terms and conditions (“General Terms”) include both general terms, that apply to all of Learningbank’s products and services and specific terms, that apply to the individual products only. Any additions and/or changes to the terms will be notified to the Custumer via email. Notification shall be given no less than 30 days before the change is put into effect. If the Custumer wishes to object to Learningbank, the Custumer shall state so in writing within fourteen (14) calendar days of receiving the before mentioned notification.
1.2 Unless otherwise provided in the agreement entered into between Learningbank and the Customer (including appendices), these General Terms apply to all products and services purchased by the Customer from Learningbank.
1.3 The Customer must ensure that its employees and other users are aware of and comply with these terms, and that they observe Learningbank’s copyrights.
2.1 For the purpose of these General Terms, the following definitions apply:
- 2.1.1 Agreement means the agreement entered into between Learningbank and the Customer for the Customer’s purchase of products and services from Learningbank.
- 2.1.2 Digital productions & Services means development of material such as production of e-learning modules, videos and consulting services.
- 2.1.3 Platform means a Learning Lifecycle platform developed by Learningbank.
- 2.1.4 PNP & Templates means licensed e-learning modules.
- 2.1.5 Product(s) is a general term covering Digital productions & Services, PNP & Templates and/or the Platform.
3. Customer’s choice of Products
3.1 It is the Customer’s own responsibility to choose the Products that meet the Customer’s specific needs.
4. Terms of payment
4.1 Upon conclusion of the Agreement, Learningbank will send the invoice to the email address specified in the Agreement. The terms of payment are 30 days from the invoice date.
4.2 All prices are stated ex VAT.
5. Breach and liability
5.1 Learningbank and the Customer may terminate the Agreement with immediate effect under the general rules of Danish law in the event of the other Party’s material breach.
5.2 The Parties are liable in damages under the general rules of Danish law within the limits of the Agreement and these General Terms.
5.3 Learningbank is in no circumstances liable for any direct or indirect loss, including for loss of anticipated earnings or loss of data, or for damage to data or data records, incurred by the Customer as a result of or in connection with the Customer’s use of the Products. Nor is Learningbank liable for any fines. Learningbank is liable for defects in its Products in accordance with the mandatory provisions of the Danish Product Liability Act but excludes all other product liability claims.
5.4 If, notwithstanding clause 5.3, Learningbank is ordered to pay damages or compensation to the Customer, then Learningbank’s liability is limited to the amount actually paid by the Customer for use of the Products during the 12 months preceding the date of the Customer’s claim.
5.5 Learningbank is not liable for any loss or damage which is attributable to the Customer’s own connection, third party software, system failure, etc. The same applies in relation to the Customer’s IT equipment, other programs, browser, etc.
6. Force majeure
6.1 Learningbank is not liable to the Customer for any errors or incidental losses caused by circumstances which are beyond Learningbank’s control and which should not have been foreseen by Learningbank on conclusion of the Agreement, including, without limitation, for unpredictable breakdown, delayed delivery or non-delivery, strikes, lockouts, lack of transport facilities, restrictions by public authorities, and similar events.
7. Intellectual property rights
7.1 Learningbank retains all rights, including intellectual property rights, in the Products. The Customer must observe Learningbank’s rights, and the Customer assumes unlimited liability for any infringement of such rights, including for any unauthorised disclosure of the Products to third parties. The Customer may not break or change any security code, nor change or remove any proprietary information, trademarks or other similar information on the Products.
8. Copies and modifications
8.1 The Customer may not copy the Products nor modify, decompile or engage in or allow reverse engineering of the underlying software other than as permitted by mandatory law.
9. Confidentiality and marketing
9.1 The Customer must keep the contract of the Agreement confidential.
9.2 Unless otherwise instructed in writing by the Customer, Learningbank may refer to its cooperation with the Customer for general marketing purposes. Thus, Learningbank is entitled to include logotypes etc. on its website, in general presentations and in brochures.
10. Right of transfer and use of subcontractors
10.1 Learningbank may transfer (and will thus be released from) its rights and obligations under the Agreement to a third party provided that the transfer does not affect the Customer’s terms.
10.2 The Customer may transfer the Agreement or any other rights/obligations arising under the Agreement to a third party only with Learningbank’s prior written consent.
10.3 Learningbank may use subcontractors/cooperative partners for the performance of the Agreement.
11. Choice of law and jurisdiction
11.1 The Agreement is governed by Danish law.
11.2 Any dispute arising out of the Agreement is to be settled by the Copenhagen City Court as the agreed venue.